ANALYSIS ON FINISHED PRODUCT MANUFACTURING AND SUPPLY AGREEMENT

Sr. Key Terms Remarks

No
1. Parties - ABC Ltd
XYZ Limited (Marketing Partner)

2. Exclusivity Purchaser may not accept

ABC Ltd may propose to supply on non exclusive terms for non exclusivity clause
at first. If so, ABC should
ask for minimum quantity
commitment of higher
order
3. Sub-distributors
1. ABC should have right to reject the sub distributor
identified by XYZ
2. Sub Distributor should give undertaking to carry out all the
obligations under this Agreement
3. In case ABC agrees for sub distributor for the Product XYZ
shall continue to be liable to ABC for its all obligations
under this Agreement

4. Purchase Orders.
1. No. of days to be accepted for delivery should be
decided based on the no. of days of delivery
mentioned in CMO Agreement
2. ABC should be allowed certain no. of days for
communicating any matter in PO before acceptance /
deemed acceptance of PO
3. ABC to get certain number days for accepting PO. If
ABC raises any issue then XYZ & ABC to mutually and
in good faith to resolve the issue before acceptance of
PO
4. Ideally if Party ask for any extra quantity then ABC
shall have right to accept / reject.

5. Forecasts.
The forecast will ultimately have to be synchronized with
terms agreed with CMO in CMO Agreement

6. Delivery of Product.
1. Ideally the Terms should be FOB
2. However, if ABC has to agree for CIF terms, it should be
made clear that the risk & reward will transfer to the
Purchaser when ABC hands over the delivery of goods to
 the Carrier or shipping agent at the Port of Export
7. Warranty

8. Delay in Supply of Product

9. Marketing Penalties
(a)

10. Manufacturing Standards.

11. Shelf-Life.
The shelf life of the Product shall be such that on the date of
delivery i.e. loading the goods in the carrier is the Port of
Export of the agreed shelf life.

12. Packaging and Labeling.

It may be added that ABC shall not be responsible for
infringement of Trademark, if any, provided by XYZ

13. Quality Control.

14. Quality Agreement.

15. Acceptance and Rejection of Shipment.

16. Independent Testing.

17. Compliance with Laws. Each Party agrees to comply with all
Applicable Laws in the Territory.

18. Audits.
The Clause may be kept as general / standard as possible and
therefore clause should be replaced with the following:
XYZ shall have the right to inspect, during business
hours, ABC;s facility and audit all records / areas relevant
to Manufacturing of the Product, on reasonable prior
notice.
19. Alternative Supplier.

ABC may identify and provide alternate Supplier at its sole

discretion

20. ADVERSE EVENTS AND PRODUCT RECALL

21. REPRESENTATIONS AND WARRANTIES; COVENANTS

 DISCLAIMER OF OTHER WARRANTIES.
22. CONFIDENTIALITY

23. INDEMNIFICATION AND LIMITATION OF LIABILITY

24. DISPUTE RESOLUTION AND GOVERNING LAW

Ideally Governing Law and place of Jurisdiction for resolving
Dispute should be of neutral may and therefore Singapore may
be proposed.
In case other Party does not accept the same then Zurich,
Switzerland may be proposed.
25. MISCELLANEOUS
i. Change in control.
ii. Force Majeure. ABC shall have no liability during which ABC is
prevented or delayed in the performance or fulfilling any
obligation due to unavoidable delays caused by a Force
Majeure event, or for any reason beyond such ABCs
reasonable control,
iii. Non-assignability.
It may be proposed that ABC shall have right to assign its
obligation to any new Company / any other party